EXHIBIT 10.13.7


 


5TH
AMENDMENT OF LEASE FOR STORAGE


 


THIS 5th AMENDMENT OF LEASE
FOR STORAGE (“5th Amendment”) is made on January 9, 2006, between T.H.S. Northstar Associates Limited Partnership,
a Minnesota limited partnership (“Landlord”), whose address 625 Marquette
Avenue South, Minneapolis, Minnesota 55402
and Eschelon Telecom of Minnesota, Inc.,
a Minnesota corporation (f/k/a Cady
Communications, Inc., f/k/a Fishnet.com. Inc.) (“Tenant”), whose address is 730
Second Avenue South, Suite 900, Minneapolis, Minnesota 55402.


 


RECITALS


 


This 5th Amendment is based
upon the following recitals:


 


A.              Landlord and
Fishnet.com, Inc., a Minnesota corporation (“Fishnet.com”), entered into a
Lease for Storage dated July 30,
1996 (“Lease”), for certain premises known as Suite #SB-52 (“Premises”),
containing approximately 840 rentable square feet, at the sub-basement level of
the Northstar Center (“NStar Building”), 110 Second
Avenue South, Minneapolis, Minnesota 55402.


 


B.        Landlord and Fishnet.com amended the Lease as
follows:


 


(1)   1st Amendment of Lease for Storage dated
March 10, 1998, which, among other matters, extended the Lease Term to March
31, 2003 (“1st Extension”);


 


(2)   2nd Amendment of Lease for Storage dated
March 27, 1998, which, among other matters, expanded the Premises to encompass
Suite #SB-50C (“1st Expansion Space”) at the sub-basement level of the
Northstar West Building, 625 Marquette Avenue South, Minneapolis, Minnesota
55402 (“NSWest Building”) (incorrectly identified in the 2nd Amendment as being
located in the NStar Building), containing approximately 630 rentable square
feet; and


 


(3)   3rd Amendment of Lease for Storage dated
April 30, 1999, which, among other matters, (a) further extended the Lease Term
to June 30, 2005 (“2nd Extension”) and (b) further expanded the Premises to
encompass (i) Suite #SB-50 (“2nd Expansion Space”) at the sub-basement level of
the NStar Building, containing approximately 942 rentable square feet, and (ii)
Suite #SB-50 (“3rd Expansion Space”) at the sub-basement level of the NSWest
Building, containing approximately 666 rentable square feet; and


 


(4)   4th Amendment of Lease for Storage
dated October 31, 2000, which further expanded the Premises to encompass (i)
Suite #SB-60 (“4th Expansion Space”) at the sub-basement level of the NStar
Building, containing approximately 599 rentable square feet, and (ii) Suite
#SB-64 (“5th Expansion Space”) at the sub-basement level of the NStar Building,
containing approximately 940 rentable square feet (the Lease and the 1st, 2nd,
3rd and 4th Amendments, collectively, “Lease as amended”).


 


C.        Tenant
is the successor to the tenant’s interest of Fishnet.com under the Lease as
amended by operation of law, being the surviving entity of an April 28, 2000,
merger between Fishnet.com and Cady Communications, Inc. (n/k/a Eschelon
Telecom of Minnesota, Inc.).


 


D.        Landlord and Tenant desire to further amend
the Lease as amended to further extend the Term of the Lease, modify the Rent
and otherwise amend the Lease as amended accordingly.


 


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THEREFORE, in consideration
of the mutual covenants and agreements stated in the Lease as amended and
below, and for other sufficient
consideration received and acknowledged by each party, Landlord and Tenant
agree to amend the Lease as amended as follows:


 


1.        RECITALS; CAPITALIZED TERMS.


 


All Recitals are fully
incorporated. Except for those terms expressly defined in this 5th Amendment,
all initially capitalized terms will have the meanings ascribed to them in the Lease
as amended.


 


2.        EXTENSION OF LEASE TERM.


 


The Lease Term
as it pertains to SB-52, NStar Building, SB-50, SB-50B, SB-50C NSWest
Building and SB-50 Nstar Building, totally approximately 3,148 rentable square
feet, and shall commence on July 1, 2005 and shall expire on June 30, 2010 (“3rd
Extension Term”), unless earlier terminated as provided in the Lease as amended.


 


3.        RENT.


 


During the 3rd
Extension Term, Rent for the Premises, shall be as follows:


 




	
  Period

  	
   

  	
  Annual

  Rent per RSF

  	
   

  	
  Rent Payable per

  Month

  	
   

  
	
  7/1/2005 to 6/30/2006

  	
   

  	
  $

  	
  18.50

  	
   

  	
  $

  	
  4,853.17

  	
   

  
	
  7/1/2006 to 6/30/2007

  	
   

  	
  $

  	
  18.75

  	
   

  	
  $

  	
  4,918.76

  	
   

  
	
  7/1/2007 to 6/30/2008

  	
   

  	
  $

  	
  19.00

  	
   

  	
  $

  	
  4,984.33

  	
   

  
	
  7/1/2008 to 6/30/2009

  	
   

  	
  $

  	
  19.25

  	
   

  	
  $

  	
  5,049.92

  	
   

  
	
  7/l/2009 to 6/30/2010

  	
   

  	
  $

  	
  19.50

  	
   

  	
  $

  	
  5,115.50

  	
   

  






 


4.        DELIVERY OF AND IMPROVEMENTS
TO THE PREMISES.


 


Tenant currently occupies
the Premises shall accept the Premises in “as-is” condition. Any other improvements to the Premises shall require Landlord’s
prior written approval.


 


5.        REMAINING LEASE PROVISIONS.


 


Except
as stated in this 5th Amendment, all other viable and applicable provisions of the Lease as amended shall remain unchanged and continue in full
force and effect throughout the 3rd Extension Term.


 


6.        BINDING EFFECT.


 


Landlord and Tenant ratify
and confirm the Lease as amended and agree that this 5th Amendment shall bind
and inure to the benefit of the parties, and their respective successors,
assigns and representatives as of the date
first stated.


 


AFFIRMING THE ABOVE, the
parties have executed this 5th AMENDMENT OF LEASE FOR STORAGE on the date first stated.


 


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  Witnesses:

  	
   

  	
  Tenant:

  ESCHELON TELECOM OF MINNESOTA,

  INC., a Minnesota corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Michele Speranza-di
  Forza

  	
   

  	
   

  	
  By:

  	
  /s/ Michael A. Donahue

  	
   

  
	
  Name:

  	
  Michele Speranza-di
  Forza

  	
   

  	
   

  	
  Name:

  	
  Michael A. Donahue

  	
   

  
	
   

  	
   

  	
   

  	
  Its:

  	
  VP Finance &
  Treasurer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Witnesses:

  	
   

  	
  Landlord:

  T.II.S. NORTHSTAR ASSOCIATES LIMITED

  PARTNERSHIP, a Minnesota limited partnership

  By: TrizecHahn Northstar LLC, a Delaware limited 

  liability company, as sole general partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Jean M. Wilson

  	
   

  	
   

  	
  By:

  	
  /s/ Cynthia K. Yott

  	
   

  
	
  Name:

  	
  Jean M. Wilson

  	
   

  	
   

  	
  Name:

  	
   

  	
  Cynthia K. Yott

  
	
   

  	
   

  	
   

  	
  Its:

  	
   

  	
  Vice President &
  Assistant Secretary

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Stephen E. Budorick

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Stephen E. Budorick 

  
	
   

  	
   

  	
   

  	
  Its:

  	
   

  	
  Vice President

  
											



 


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